Exhibit 10.1


 


[Execution]


 


AMENDMENT NO. 1 TO LOAN AND SECURITY
AGREEMENT


 


AMENDMENT NO. 1 TO LOAN AND
SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 2008, by and
among TravelCenters of America LLC, a Delaware limited liability company, (“TravelCenters”),
TA Leasing LLC, a Delaware limited liability company (“TA Leasing”), TA
Operating LLC, a Delaware limited liability company (“TA Operating”, and
together with TravelCenters, TA Leasing, each individually an “Existing
Borrower” and collectively, “Existing Borrowers”), Petro Stopping Centers,
L.P., a Delaware limited partnership (“Petro” and, together with Existing
Borrowers, each, individually a “Borrower” and collectively, “Borrowers”),
TravelCenters of America Holding Company LLC, a Delaware limited liability
Company (“Holding”), Petro Distributing Inc., a Delaware corporation (“Petro
Distributing”), Petro Financial Corporation, a Delaware corporation (“Petro
Financial”), Petro Holdings Financial Corporation, a Delaware corporation (“Petro
Holdings”), TCA PSC GP LLC, a Delaware limited liability company (“TCA” and
together with Holding, Petro Distributing, Petro Financial, Petro Holdings,
each individually a “Guarantor” and collectively, “Guarantors”), the parties
hereto from time to time as lenders, whether by execution of this Agreement or
an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders”)
and Wachovia Capital Finance Corporation (Central), an Illinois corporation, in
its capacity as agent for Lenders (in such capacity, “Agent”).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS,
Agent, Lenders, Borrowers and Guarantors have entered into financing
arrangements pursuant to which Agent and Lenders have made and may make loans
and advances and has provided and may provide other financial accommodations to
Borrowers as set forth in the Loan and Security Agreement, dated November 19,
2007, by and among Agent, Lenders, Borrowers and Guarantors (as the same may
hereafter be further amended, modified, supplemented, extended, renewed, restated
or replaced, the “Loan Agreement”), and the other agreements, documents and
instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with
the Loan Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the “Financing Agreements”);


 


WHEREAS, Borrowers have
requested that Agent and Lenders agree to make certain amendments to the Loan
Agreement, and Agent and Lenders are willing to agree to such amendments,
subject to the terms and conditions contained herein; and


 


WHEREAS, by this Amendment,
Borrowers, Agent and Lenders desire and intend to evidence such consent and
amendments;


 


NOW THEREFORE, in consideration
of the foregoing, and the respective agreements and covenants contained herein,
the parties hereto agree as follows:


 

















 


1.             Amendment to
Definition.


 


(a)           Information Certificate.  All references to the term “Information
Certificate” in the Loan Agreement or any of the other Financing Agreements
shall be deemed and each such reference is hereby amended to mean the updated
Information Certificate of Borrowers and Guarantors delivered pursuant to Section 6(f) of
this Amendment.


 


(b)           Interpretation.  For purposes of this Amendment, unless
otherwise defined herein, capitalized terms used herein which are defined in
the Loan Agreement shall have the meanings given to such terms in the Loan
Agreement.


 


2.             Amendments.


 


(a)           The introductory paragraph of the Loan
Agreement is hereby amended by deleting such introductory paragraph in its
entirety and replacing it with the following:


 


                         “This
Loan and Security Agreement dated November 19, 2007 is entered into by and
among TravelCenters of America LLC, a Delaware limited liability company, (“TravelCenters”
or “Parent”), TA Leasing LLC, a Delaware limited liability company (“TA Leasing”),
TA Operating LLC, a Delaware limited liability company (“TA Operating”), Petro
Stopping Centers, L.P., a Delaware limited partnership (“Petro” and together
with TravelCenters, TA Leasing, TA Operating and each other Person that becomes
a “Borrower” after the date hereof in accordance with Section 9.21 hereof,
each individually a “Borrower” and collectively, “Borrowers”), TravelCenters of
America Holding Company LLC, a Delaware limited liability Company (“Holding”),
Petro Distributing Inc., a Delaware corporation (“Petro Distributing”), Petro
Financial Corporation, a Delaware corporation (“Petro Financial”), Petro
Holdings Financial Corporation, a Delaware corporation (“Petro Holdings”), TCA
PSC GP LLC, a Delaware limited liability company (“TCA” and together with
Holding, Petro Distributing, Petro Financial, Petro Holdings and each other
Person that becomes a “Guarantor” after the date hereof in accordance with Section 9.21
hereof, each individually a “Guarantor” and collectively, “Guarantors”), the
parties hereto from time to time as lenders, whether by execution of this
Agreement or an Assignment and Acceptance (each individually, a “Lender” and
collectively, “Lenders”) and Wachovia Capital Finance Corporation (Central), an
Illinois corporation, in its capacity as agent for Lenders (in such capacity, “Agent”).


 


(b)           Each reference to the term “Borrower” or “Borrowers”
in the Loan Agreement or any of the other Financing Agreements is hereby
amended to include, in addition and not in limitation, Petro.  Notwithstanding anything to the contrary
contained in the Loan Agreement or any of the other Financing Agreements, (i) in
no event will the Inventory, Accounts or Credit Card Receivables of Petro be
included in the Borrowing Base until Agent shall have completed a field
examination with respect to the Inventory, Accounts and Credit Card Receivables
of Petro in accordance with Agent’s customary procedures and practices and as
otherwise required by the nature and circumstances of the business and assets
of Petro, the 


 

















 


scope and results of which
shall be reasonably satisfactory to Agent and any Inventory, Accounts or Credit
Card Receivables of Petro shall only be Eligible Inventory, Eligible Accounts
or Eligible Credit Card Receivables to the extent that Agent has so completed
such field examination with respect thereto and the criteria for Eligible
Inventory, Eligible Accounts and Eligible Credit Card Receivables, as
applicable, set forth in the Loan Agreement are satisfied with respect thereto
in accordance with the Loan Agreement, (ii) in no event will the Inventory
of Petro be included in the Borrowing Base until the Inventory of Petro is
subject to an appraisal that satisfies the requirements of Sections 7.3(d) of
the Loan Agreement, and (iii) in no event will the Equipment or Real
Property of Petro be included in the Borrowing Base until the Equipment
Availability Conditions and the Real Property Availability Conditions, as
applicable, have  been satisfied and the
criteria for Eligible Equipment and Eligible Real Property, as applicable, set
forth in the Loan Agreement are satisfied with respect thereto in accordance
with the Loan Agreement.


 


(c)           Each reference to the term “Guarantor” or “Guarantors”
in the Loan Agreement or any of the other Financing Agreements is hereby
amended to exclude Petro.


 


3.             Grant of Security
Interest.  Without limiting the
provisions of Section 5 of the Loan Agreement, to secure payment and
performance of all Obligations, each of the Petro Companies hereby reaffirms,
ratifies and grants to Agent, for itself and the benefit of Secured Parties, as
security, all personal property, and interests in personal property, of each of
the Petro Companies, whether now owned or hereafter acquired or existing, and
wherever located (together with all other collateral security for the
Obligations at any time granted to or held or acquired by Agent or any Lender,
but subject to the exclusions contained in the last paragraph of this Section,
collectively, the “Collateral”), including:


 


(a)           all Accounts;


 


(b)           all general intangibles, including, without
limitation, all Intellectual Property;


 


(c)           all goods, including, without limitation,
Inventory and Equipment;


 


(d)           all chattel paper, including, without
limitation, all tangible and electronic chattel paper;


 


(e)           all instruments, including, without
limitation, all promissory notes;


 


(f)            all documents;


 


(g)           all deposit accounts;


 


(h)           all letters of credit, banker’s acceptances
and similar instruments and including all letter-of-credit rights;


 


(i)            all supporting obligations and all present
and future liens, security interests, rights, remedies, title and interest in,
to and in respect of Receivables and other Collateral, including (i) rights
and remedies under or relating to guaranties, contracts of 


 

















 


suretyship, letters of credit and credit and
other insurance related to the Collateral, (ii) rights of stoppage in
transit, replevin, repossession, reclamation and other rights and remedies of
an unpaid vendor, lienor or secured party, (iii) goods described in
invoices, documents, contracts or instruments with respect to, or otherwise
representing or evidencing, Receivables or other Collateral, including
returned, repossessed and reclaimed goods, and (iv) deposits by and
property of account debtors or other persons securing the obligations of
account debtors;


 


(j)            all (i) investment property (including
securities, whether certificated or uncertificated, securities accounts,
security entitlements, commodity contracts or commodity accounts) and (ii) monies,
credit balances, deposits and other property of any of the Petro Companies now
or hereafter held or received by or in transit to Agent, any Lender or its
Affiliates or at any other depository or other institution from or for the
account of any of the Petro Companies, whether for safekeeping, pledge,
custody, transmission, collection or otherwise;


 


(k)           all commercial tort claims, including,
without limitation, those identified in the Information Certificate;


 


(l)            to the extent not otherwise described
above, all Receivables;


 


(m)          all Records; and


 


(n)           all products and proceeds of the foregoing,
in any form, including insurance proceeds and all claims against third parties
for loss or damage to or destruction of or other involuntary conversion of any
kind or nature of any or all of the other Collateral.


 


Notwithstanding anything to the
contrary contained in this Section 3 above, the Collateral consisting of
Capital Stock of any Foreign Subsidiary of any of the Petro Companies shall not
exceed sixty five (65%) percent of the issued and outstanding Capital Stock of
such Foreign Subsidiary.  Notwithstanding
anything to the contrary contained in this Section 3 above, the types or
items of Collateral described in this Section shall not include (a) any
Excluded Assets; and (b) any rights or interest in any contract, lease,
permit, license, charter or license agreement covering real or personal
property of a Petro Company, as such, if under the items of such contract,
lease, permit, license, charter or license agreement, or applicable law with
respect thereto, the valid grant of a security interest or lien therein to
Agent is prohibited and such prohibition has not been or is not waived or the
consent of the other party to such contract, lease, permit, license, charter or
license agreement has not been or is not otherwise obtained; provided, that,
the foregoing exclusion shall in no way be construed (i) to apply if any
such prohibition is unenforceable under the UCC or other applicable law or (ii) so
as to limit, impair or otherwise affect Agent’s unconditional continuing
security interests in and liens upon any rights or interests of such Petro
Company in or to monies due or to become due under such contract, lease,
permit, license, charter or license agreement (including any Receivables).


 


4.          Assumption of
Obligations as Borrower.  Petro
hereby expressly (a) agrees to perform, comply with and be bound by all
terms, conditions and covenants of the Loan Agreement and the other Financing
Agreements applicable to Existing Borrowers and as applied to Petro, with the
same force and effect as if Petro had originally executed and been an original 


 

















 


Borrower signatory to the Loan
Agreement and the other Financing Agreements, (b) is deemed to make as to
itself and Existing Borrowers, and is, in all respects bound by, all
representations and warranties made by Existing Borrowers to Agent and Lenders
set forth in the Loan Agreement or in any of the other Financing Agreements, (c) agrees
that Agent, for itself and the benefit of Secured Parties, shall have all
rights, remedies and interests, including security interests in and liens upon
the Collateral granted to Agent pursuant to Section 3 hereof, under and
pursuant to the Loan Agreement and the other Financing Agreements, with respect
to Petro and its properties and assets with the same force and effect as Agent,
for itself and the benefit of Secured Parties, has with respect to Existing
Borrowers and their respective assets and properties, as if Petro had
originally executed and had been an original Borrower signatory, as the case
may be, to the Loan Agreement and the other Financing Agreements, and (d) assumes
and agrees to be directly liable to Agent and Lenders for all Obligations
under, contained in, or arising pursuant to the Loan Agreement or any of the
other Financing Agreements (including, without limitation, the Guarantee dated November 19,
2007 in favor of Agent) to the same extent as if Petro had originally executed
and had been an original Borrower signatory, as the case may be, to the Loan
Agreement and the other Financing Agreements.


 


5.             Representations,
Warranties and Covenants. Each Borrower and Guarantor represents, warrants
and covenants with, to and in favor of Agent and each Lender as follows, which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof, the truth and accuracy of, or compliance with
each, together with the representations, warranties and covenants in the other
Financing Agreements, being a condition of the effectiveness of this Amendment:


 


(a)             Neither
the execution and delivery of this Amendment or any other agreements, documents
and instruments executed or delivered in connection herewith (together with
this Amendment, the “Amendment Documents”) nor the consummation of the
transactions contemplated hereby or thereby, nor compliance with the provisions
hereof or thereof (i) has resulted in or shall result in the creation or
imposition of any Lien upon any of the Collateral, except in favor of Agent, (ii) has
resulted in or shall result in the incurrence, creation or assumption of
any Indebtedness of any Borrower or Guarantor, except as expressly permitted
under Section 9.9 of the Loan Agreement; (iii) has violated or shall
violate any applicable laws or regulations or any order or decree of any court
or Governmental Authority in any respect; (iv) does or shall conflict with
or result in the breach of, or constitute a default in any respect under any
material mortgage, deed of trust, security agreement, agreement or instrument
to which any Borrower or Guarantor is a party or may be bound, and (v) violates
or shall violate any provision of the Certificate of Incorporation or By-Laws
of any Borrower or Guarantor;


 


(b)           Each of the Amendment Documents have been
duly authorized, executed and delivered by all necessary action on the part of
Borrowers and Guarantors which are party hereto and is in full force and effect
as of the date hereof, as the case may be, and the obligations of Borrowers or
Guarantors contained herein constitute legal, valid and binding obligations of
Borrowers and Guarantors, as the case may be, enforceable against them in
accordance with their terms.


 


(c)           The Petro Lien Effective Date occurred on April 11,
2008.


 

















 


(d)           The Petro Existing Security Agreement
Termination Date has occurred on April 11, 2008.


 


(e)           All of the representations and warranties
set forth in the Loan Agreement as amended hereby, and the other Financing
Agreements, are true and correct in all material respects after giving effect
to the provisions of this Amendment, except to the extent any such representation
or warranty is made as of a specified date, in which case such representation
or warranty shall have been true and correct as of such date.


 


(f)            No action of, or filing with, or consent of
any Governmental Authority, and no approval or consent of any other party, is
required to authorize, or is otherwise required in connection with, the
execution, delivery and performance of this Amendment or the transactions
contemplated hereby, except for any actions or filings already made or taken
and approvals or consents previously obtained.


 


(g)           No Default or Event of Default exists or has
occurred and is continuing.


 


6.             Conditions
Precedent.  Concurrently with the
execution and delivery hereof, and as a further condition to the effectiveness
of this Amendment and the agreement of Agent to the modifications and
amendments set forth in this Amendment:


 


(a)           Agent shall have received counterparts of
this Amendment, duly authorized, executed and delivered by the Borrowers,
Guarantors and Required Lenders;


 


(b)           Agent shall have received, in form and
substance reasonably satisfactory to Agent, Deposit Account Control Agreements
of Petro, duly authorized, executed and delivered by Petro and Wells Fargo Bank
and National City Bank;


 


(c)           Agent shall have received, in form and
substance reasonably satisfactory to Agent, Credit Card Acknowledgments of
Petro, duly authorized, executed and delivered by Petro and each of DFS
Services LLC, American Express Travel Related Services Company, Inc., EFS
Transportation Services, Inc., Wright Express Corp, Wright Express
Financial Services Corporation and Fleet One, L.L.C.; provided, that,
American Express Travel Related Services Company Inc. shall not be required to
execute or deliver the Credit Card Acknowledgment sent to it;


 


(d)             Agent
shall have received and reviewed UCC, Federal and State tax lien and judgment
searches against each of the Petro Companies in its jurisdiction of
incorporation, the jurisdiction in which its chief executive office is located
and all jurisdictions in which its material assets are located, which search
results shall be in form and substance reasonably satisfactory to Agent;


 


(e)             Agent shall have
received, in form and substance reasonably satisfactory to Agent, an updated
Information Certificate duly authorized, executed and delivered by Borrowers
and Guarantors;


 


(f)            Agent shall have received, in form and
substance reasonably satisfactory to Agent, a Secretary’s Certificate from
Petro with respect to, among other things, the resolutions 


 

















 


of the Board of Directors of Petro evidencing
the adoption and subsistence of resolutions approving the execution, delivery
and performance by Petro of the Amendment Documents;


 


(g)           each Borrower and Guarantor shall deliver,
or cause to be delivered, to Agent a true and correct copy of any consent,
waiver or approval (if any) to or of this Amendment, which any Borrower or
Guarantor is required to obtain from any other Person, and such consent,
approval or waiver shall be in a form and substance satisfactory to Agent; and


 


(h)           after giving effect to the amendments
contemplated by this Amendment, no Default or Event of Default shall exist or
have occurred and be continuing.


 


7.             Effect of this
Amendment.  This Amendment
constitutes the entire agreement of the parties with respect to the subject
matter hereof, and supersedes all prior oral or written communications,
memoranda, proposals, negotiations, discussions, term sheets and commitments
with respect to the subject matter hereof. 
Except as expressly provided herein, no other changes or modifications
to the Loan Agreement or any of the other Financing Agreements, or waivers of
or consents under any provisions of any of the foregoing, are intended or
implied by this Amendment, and in all other respects the Financing Agreements
are hereby specifically ratified, restated and confirmed by all parties hereto
as of the effective date of this Amendment. 
The applicable provisions of this Amendment and the Loan Agreement shall
be read and interpreted as one agreement. To the extent that any provision of
the Loan Agreement or any of the other Financing Agreements conflicts with any
provision of this Amendment, the provision of this Amendment shall control.


 


8.             Further Assurances.
Borrowers and Guarantors shall execute and deliver such additional documents
and take such additional action as may be reasonably requested by Agent to
effectuate the provisions and purposes of this Amendment.


 


9.             Governing Law.  The validity, interpretation and enforcement
of this Amendment and the other Financing Agreements (except as otherwise
provided therein) and any dispute arising out of the relationship between the
parties hereto, whether in contract, tort, equity or otherwise, shall be
governed by the internal laws of the State of New York but excluding any
principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of
New York.


 


10.           Binding Effect.
This Amendment  shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors and assigns.


 


11.           Counterparts.
This Amendment may be executed in one or more counterparts, each of which when
so executed shall be deemed to be an original but all of which when taken
together shall constitute one and the same instrument.  In making proof of this Amendment, it shall
not be necessary to produce or account for more than one counterpart hereof
signed by each of the parties hereto. 
This Amendment  may be executed
and delivered by telecopier (or other electronic transmission of a manually
executed counterpart) with the same force and effect as if it were a manually
executed and delivered counterpart.  Any
party delivering an executed counterpart of this Amendment by telecopier (or
other electronic transmission of a manually executed counterpart) shall also
deliver an original executed counterpart of this Amendment, but 


 

















 


the failure to deliver an
original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment as to such party or any other party.


 


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BLANK]


 
















 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed on the day and year first
above written.


 


 


	
   

  	
  BORROWERS

  
	
   

  	
   

  
	
   

  	
  TRAVELCENTERS OF
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Andrew
  J. Rebholz

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  TA LEASING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Andrew
  J. Rebholz

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  TA OPERATING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Andrew
  J. Rebholz

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  PETRO STOPPING
  CENTERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: TCA PSC GP
  LLC, its

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Andrew
  J. Rebholz

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS

  
	
   

  	
   

  
	
   

  	
  TRAVELCENTERS OF
  AMERICA HOLDING

  COMPANY LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Andrew
  J. Rebholz

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  
				



 

















 


	
   

  	
  PETRO
  DISTRIBUTING INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Andrew
  J. Rebholz

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  PETRO FINANCIAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Andrew
  J. Rebholz

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  PETRO HOLDINGS
  FINANCIAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Andrew
  J. Rebholz

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  TCA PSC GP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Andrew
  J. Rebholz

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  
				



 


 


AGENT


 


WACHOVIA CAPITAL FINANCE


CORPORATION (CENTRAL),


as Agent


 


	
  By:

  	
   Laura D. Wheeland

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Vice President

  	
   

  
				



 

















 


NATIONAL CITY BUSINESS CREDIT, INC.


 


 


	
  By:

  	
   Kathryn Ellero

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Vice President

  	
   

  
				



 

















 


BANK OF AMERICA, N.A.


 


 


	
  By:

  	
   Michael Brunner

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Sr. Vice President

  	
   

  
				



 

















 


U.S. BANK NATIONAL ASSOCIATION


 


 


	
  By:

  	
   Matthew Kasper

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Assistant Vice
  President

  	
   

  
				



 

















 


UBS LOAN FINANCE LLC


 


 


	
  By:

  	
   Richard L. Tavrow and David B. Julle

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Director and Associate Director, Banking Products Services, US

  	
   

  
					



 

















 


ROYAL BANK OF CANADA


 


 


	
  By:

  	
   Dustin Craven

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Attorney-in-Fact